Novation
π 2026 Update: Key Changes in Novation and Business Law
Since the original article on novation was published, there have been notable updates in business law relevant to corporate formation and compliance. This section outlines changes that affect how companies operate and report in the U.S. The earlier article continues further down the page for those interested in more foundational concepts.
ποΈ Corporate Transparency Act Changes
In March 2025, the Financial Crimes Enforcement Network (FinCEN) exempted U.S.-formed companies from reporting beneficial ownership under the Corporate Transparency Act. This change became permanent on August 11, 2026. This exemption simplifies compliance for many businesses, allowing them to focus on operations rather than extensive reporting requirements.
π State Law Reforms
From 2024 to 2026, various states updated their corporate statutes. For example, Delaware revised parts of its General Corporation Law with Senate Bill 21. Nevada also made changes to its corporate statutes.
These reforms aim to improve clarity and efficiency in corporate governance.
π° Current Filing Fees and Costs
Delaware has several expedited filing options for corporate documents. Fees range from $1,000 for one-hour service to $15 for expedited service within 2-3 business days. Washington State charges $15 for Apostilles, with expedited processing available.
Georgia's filing fees are non-refundable, with standard processing times varying.
β±οΈ Processing Times
Delaware typically takes 7-10 business days for standard processing of corporate filings. Washington State's Apostille requests also follow similar timelines. Expedited services are available for faster processing, which is beneficial for time-sensitive business needs.
π Key Points to Remember
- ποΈ Changes in the Corporate Transparency Act simplify reporting for many businesses.
- π Several states have reformed corporate statutes to enhance clarity.
- π° Filing fees vary by state, with Delaware offering multiple expedited options.
- β±οΈ Processing times differ based on urgency and state, affecting business operations.
π‘ Practical Tips for Business Formation and Compliance
Review the unique aspects of your situation with an attorney.
π Understand Exemptions
Make sure you understand the exemptions under the Corporate Transparency Act. Many U.S.-formed companies no longer need to report their beneficial ownership, which can save time and resources.
π Consider Expedited Services
If you need to establish your business quickly, consider using expedited services. Delaware offers various options, from same-day to two-hour processing, which can help meet urgent requirements.
ποΈ Stay Informed on State Reforms
Keep up to date with corporate statute reforms in your state. Changes can affect your business operations, especially regarding compliance and governance.
π° Evaluate Filing Fees
Review the filing fees in your state. Consider the costs of expedited services versus standard processing to make informed financial decisions.
ποΈ Use State Resources
Take advantage of free resources from state offices. Each state, including Delaware, Washington, and Georgia, offers guidance for business formation and management at no cost.
π Business Formation Services Ranked by User Reviews (2026)
The following list includes services that help with business formation and legal document creation, based on Trustpilot data as of October 2026. These services can assist in navigating the complexities of starting and managing a business. Scores can change, reflecting shifts in customer satisfaction, and star ratings are only one aspect of service quality.
π₯ 1. LegalZoom
LegalZoom has been rated 4.6. It is known for its business formation services, registered agent services, and estate planning services. However, some users report delays and communication issues, which may affect your experience.
π₯ 2. Rocket Lawyer
Rocket Lawyer holds a Trustpilot score of 4.5. This service is recognized for legal document creation and providing legal advice, alongside business formation services. The subscription model may not suit all users, which is something to consider when choosing their offerings.
π₯ 3. LawDepot
LawDepot averages 4.0. It is known for customizable legal document templates and affordable pricing. Some users report unexpected charges, which can be a drawback when budgeting for services.
4οΈβ£ Bizee
Bizee has a Trustpilot score of 4.8. It specializes in business formation services, registered agent services, and compliance services. Despite its strong rating, some customers have noted unexpected charges, so it's essential to review the pricing structure carefully.
π Free Government Assistance
States like Delaware, Washington, and Georgia provide free resources for forming and managing business entities. These offices offer guidance and support, making it easier for entrepreneurs to navigate the formation process without incurring additional costs.
π What to Compare When Choosing a Service
- π Types of services offered related to business formation.
- π° Cost structure, including any hidden fees.
- β±οΈ Processing times for document submissions and approvals.
- β User reviews for insights on satisfaction and potential issues.
- π οΈ Availability of customization options for legal documents.
β Frequently Asked Questions
β What is novation in business?
Novation refers to the process of replacing an old obligation with a new one, allowing for a transfer of rights and liabilities. This is often used in contracts and can involve multiple parties.
π How do I form a corporation in Delaware?
To form a corporation in Delaware, you need to file a Certificate of Incorporation with the Delaware Division of Corporations. The form is available on their website.
π What are the processing times for Georgia business filings?
In Georgia, online filings are generally processed within 7-10 business days, while paper filings may take up to 15 business days. Expedited processing is available for quicker turnaround.
ποΈ How do state reforms impact my business?
State reforms can change corporate governance and compliance requirements. Staying informed on these changes helps ensure your business remains compliant with local laws.
πΌ What is an Apostille, and why do I need one?
An Apostille is a certificate that authenticates the origin of a public document for use in countries that are part of the Hague Convention. It's necessary for documents used internationally.
βοΈ Are there deadlines for forming a business entity?
There are no specific deadlines for forming a business entity in Delaware or Georgia. However, expedited processing options are available if you need quicker service.
βοΈ Recent Court Cases Related to Business Law
Recent court rulings have addressed various aspects of corporate law, including compliance and governance issues that affect business operations. These cases often clarify the legal landscape for businesses and how they must operate within the law.
- Court upholds utility's right to install smart meters in PACommonwealth Court of Pennsylvania Β· May 18, 2026
- Delaware Court Rules on Insurance Coverage DisputeSuperior Court of Delaware Β· May 18, 2026
- Vectrus Systems Corporation wins $2.6 million contract appealArmed Services Board of Contract Appeals Β· April 21, 2026
- Court dismisses AQ Global appeal in contract disputeArmed Services Board of Contract Appeals Β· April 20, 2026
For the latest updates, feel free to browse more rulings on the news page.
End of October 2026 Update
The Use of Novation in Contracts and Agreements
In both business law and contract law, novation is a mutual agreement of the substitution of a new debt or obligation for an old one. The old one is then relieved and replaced by the newly contracted one. This can happen both with or without a chance in the parties involved.
A novation is most often applied when the parties involved are in the situation where performance or payments are not possible under the given terms of the original agreement or contract. A novation can also be applied when the debtor has no choice but to default or declare bankruptcy if the debt cannot be restructured. Examples of contracts that are discharged by novation are mortgages, legacies, and negotiable instruments.
There are three different ways to make a novation, which result in three different types:
β’ The first scenario does not involve any new person or parties. In this situation, the debtor creates the new engagement with a creditor, which liberates the parties from the former engagement. This form of novation does not have an appropriate term and is simply called a novation.
β’ The second scenario requires the intervention of a new party for the debtor. Here, a third party becomes a debtor and replaces the former debtor. This new debtor is then accepted by a creditor, now called the expromissor, and the former debtor is then released from the obligation. This is an expromissio novation.
β’ The third and final type of novation occurs when a new creditor replaces the old one. Here the debtor makes an agreement or contract some with the new creditor. This is a delegation novation.
It is a defined quality of the common law, that a simple agreement for substitution of another obligation in lieu of the original one is not valid unless it is actually executed and accepted to a satisfactory point. No situation or action can be kept upon the new obligation, nor can the obligation be held to the original demand. However, if the agreement is put into by a deed, the deed gives provides a cause of action and can potentially be enough and satisfactory for a for a simple contract debt.
The general rule that applies to a novation is that if one party is indebted to another party through a typical contract, give his creditor a promissory note, drawn by him for the same amount or value, without any new consideration, the new note will not be considered satisfactory to the original obligation unless agreed by the creditor. But if the agreement is transferred, he cannot sue based on the first contract while the note is not in his possession.